Licensing Agreements

COMPING IMAGES LICENSING AGREEMENT

THIS IS A LEGAL AND BINDING AGREEMENT BETWEEN YOU (“Licensee”) AND RGB VENTURES LLC D/B/A SUPERSTOCK (“SuperStock”), RELATING TO DOWNLOADING OF COMP IMAGE FILES FROM THIS SITE, AND THE LICENSING OF COMP IMAGES BY SUPERSTOCK TO YOU.

GENERAL

You are entitled to download comping image files, whether Royalty-free or Rights-managed images, from SuperStock's Site, subject to the terms of this Agreement. These image files are intended for viewing of images in more detail and for placement purposes in unfinished products.

GRANT OF LICENSE

SuperStock grants a non-exclusive, non-sub-licensable, non-transferable and non-assignable license to use an image on your computer or other personal image viewing device for a period of thirty days (30) from the date you downloaded or accessed the image.

RESTRICTIONS ON COMP IMAGE USE

You may not publish SuperStock’s comp images in any media, including websites, mobile devices, presentations, slideshows or printed materials. You may not use, store, display, publish, transmit, distribute, modify, reproduce, create derivative works of, participate in the transfer or sale of, publicly perform, or in any way exploit any coming image, in whole or in part.

You may not remove any watermark, caption, or metadata from any SuperStock comping image.

GENERAL DISCLAIMERS AND LIMITATION OF LIABILITY
SUPERSTOCK MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE IMAGES OR IMAGE METADATA AND CAPTIONS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SUPERSTOCK SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF LICENSEE'S USE OF THE IMAGES OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES.

SUPERSTOCK’S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH LICENSEE'S USE OF OR INABILITY TO USE THE IMAGES (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE VALUE OF THE LICENSE PAID BY THE LICENSEE FOR THE IMAGE(S).

THE REPRESENTATIONS AND WARRANTIES MADE BY SUPERSTOCK IN THIS AGREEMENT APPLY ONLY TO THE IMAGE(S) AS DELIVERED BY SUPERSTOCK AND WILL BE INVALID IF THE IMAGE(S) IS USED BY LICENSEE IN ANY MANNER NOT SPECIFICALLY AUTHORIZED IN THIS AGREEMENT OR IF LICENSEE IS OTHERWISE IN BREACH OF THIS AGREEMENT.

INDEMNITY

If Licensee's use of the Image(s) is not authorized by this Agreement, Licensee shall defend, indemnify and hold SuperStock and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages, liabilities and expenses (including reasonable attorneys' fees and costs), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding relating to the use of such Image(s) by Licensee, to the extent that such claim relates to the absence of a release or the Licensee's unauthorized use of the Image(s).

UNAUTHORIZED USE

Any use of Image(s) in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling SuperStock to exercise all rights and remedies available to it under copyright laws around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In addition and without prejudice to SuperStock’s other remedies under this Agreement, SuperStock reserves the right to charge and Licensee agrees to pay a fee equal to Four (4) times SuperStock’s licensing fee for use of the Image(s).

NOTIFICATION OF MISUSE

Licensee will immediately notify SuperStock if it becomes aware or suspects that any third party has gained access to the Licensed Material through Licensee and is wrongfully using the Image(s), in whole or in part, or is violating any of SuperStock's intellectual property rights, including, but not limited to, trademarks and copyrights.

JURISDICTION AND ATTORNEY FEES

Any dispute related to this Agreement, or the subject matter of this Agreement, shall be governed by the laws of the State of Florida and applicable U.S. Federal law, regardless of conflicts of laws, and resolved in state and federal courts located in Jacksonville, Florida, United States of America.
If SuperStock is caused to defend or present claims or a suit as a result of any breach of this Agreement, SuperStock shall be entitled to payment by Licensee of SuperStock’s reasonable attorney fees or costs.

NO WAIVER

No action of SuperStock, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of SuperStock in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of those rights or remedies on any other occasion.

ENTIRE AGREEMENT

This Agreement and the Invoice contains all the terms of the agreement between SuperStock and Licensee and no term or conditions may be added or deleted unless made in writing and signed by both parties. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other writing sent by Licensee, the terms of this Agreement shall govern.

RIGHTS MANAGED IMAGES LICENSE AGREEMENT

THIS IS A LEGAL AGREEMENT BETWEEN YOU (“Licensee”) AND RGB VENTURES LLC D/B/A SUPERSTOCK (“SuperStock”). BY ACCESSING THIS SITE AND DOWNLOADING ANY RIGHTS-MANAGED IMAGES YOU AGREE TO BE BOUND BY THE TERMS OF THIS RIGHTS MANAGED IMAGES LICENSE AGREEMENT (“Agreement”).

DEFINITIONS

“Images” means all types of visual content, including without limitation still photography, motion film or video and may have an audio component, whether generated optically, electronically, digitally or by any other means, and shall include all metadata, keywords, descriptions and captions associated therewith. Any reference to Images includes the whole or the part.

“Invoice" means the agreement provided by SuperStock or an authorized distributor that includes among other terms, the permitted scope of use of the Images selected any limitations on the use of the Images and the license fee that corresponds to the use. The Invoice shall be incorporated into this Agreement and all references to the Agreement shall include the Invoice.

GRANT OF RIGHTS

All licenses are subject to the timely payment of licensing fees set by SuperStock. No licenses are granted until payment of licensing fees are received.
Unless stated otherwise in the Invoice, SuperStock grants to Licensee a non-exclusive, non-sub-licensable and non-assignable right to reproduce, display, broadcast, transmit, or create a derivative work (collectively “use”) the Images identified in the Invoice, solely to the extent the use is explicitly stated in the Invoice. Unless explicitly stated in the Invoice, all rights-managed image licenses are limited to a one year time period and geographical distribution and publication is limited to the country in which the license is granted.

Image(s) licensed for editorial purposes may be cropped for placement purposes, provided that the editorial integrity of the is not compromised, but shall not, under any circumstances, otherwise be rotated, altered, changed or manipulated, or combined with other Image(s) without SuperStock’s written permission. Images(s) licensed for editorial purposes may not be used in any commercial, merchandising or promotion use. Editorial purposes means uses that are newsworthy or of public interest that are non-commercial in character.

If Licensee is obtaining rights on behalf of a client, it may permit the client to exercise the rights granted, provided the client or any subcontractor or employee agrees to use the Image(s) as limited in the Invoice and agrees to be bound by the terms of the Agreement. Notwithstanding the foregoing, Licensee and client remain jointly and severally liable and responsible for all uses. No ownership or copyright in any Image shall transfer to Licensee by the grant of the license contained in this Agreement or Invoice. All rights not expressly granted to the Licensee are reserved to SuperStock and the copyright holder.

USAGE RESTRICTIONS

The use of the licensed Image(s) is strictly limited to the use, medium, period of time, print run, placement, size of image, territory and any other restrictions specified in the Invoice. Licensee may not use nor permit the use of the licensed Image(s) beyond the terms of the limited license Agreement without first obtaining an additional license, including any electronic reproduction or promotional rights. Unless expressly stated otherwise in the Invoice or web license, Rights-Managed Image licenses are limited to a one year period.

Licensee may not use any Image in a manner that is defamatory, pornographic or obscene, whether directly or in context or juxtaposition with specific subject matter.

Licensee may not make the Image(s) available in any medium in a manner intended to allow or invite a third party to download, extract or access the Image(s) as a standalone file.

Licensee may not archive, republish or transmit any images on any database or to a network, social networking site or bulletin board or otherwise distribute or allow any of the Images to be distributed to or used by anyone other than the authorized users, without prior written consent from SuperStock.

Unless otherwise expressly licensed, Image(s) may not be modified, reconfigured or repurposed for use in any mobile-directed web sites or mobile applications that are specifically created for viewing of Image(s) on mobile devices.

Licensee may not use the Image(s) contrary to any restriction on use provided to Licensee prior to or at the time the Image is delivered to Licensee. Restrictions may be provided with the Image information located on SuperStock’s or any authorized distributor’s website or otherwise communicated.

Licensee may not use any of the Images in any manner prohibited by any export laws, restrictions or regulations.

SENSITIVE USE DISCLAIMER

Licensee may not use the Images in any manner that would be deemed offensive to the model. Offensive uses include but are not limited to the use of an Image that involves or implies illegal activities, adverse medical conditions or procedures, other adverse health or mental health issues, substance abuse, welfare or economic aid, dating agencies, sexual preference, teen pregnancy, abortion and adoption, political or religious affiliation, smoking or alcohol usage, incontinence or impotence.

EDITORIAL USE

If any Image is used in an editorial manner, the credit line, "[Artist’s Name]/SuperStock", must appear adjacent to the Image or as otherwise indicated by SuperStock. If the Image consist of footage or audiovisual material, credit shall be provided, in equal size and comparable placement to credit(s) accorded to licensors of other similar content, substantially in the form "[Footage] [Imagery] supplied by [Collection Name]/SuperStock".

If Licensee omits the credit, an additional fee equal to two (2) times the original amount invoiced shall be payable by Licensee at SuperStock’s discretion. The foregoing fee shall be in addition to any other rights or remedies that SuperStock may have at law or in equity. It is understood that Images used for advertising purposes do not require credit.

RELEASE/CAPTIONS

SuperStock will notify Licensee if it has obtained a model release and/or a property release for Image(s), either in the release status information accompanying the Image(s) on SuperStock’s Site, in the Invoice or by other means. If no such notification is given, then no such model or property release has been obtained. SuperStock grants no rights and makes no warranties with regard to the use of names, people, trademarks, trade dress, registered, unregistered or copyrighted designs or works of art or architecture depicted in any Image(s). Licensee shall be solely responsible for determining whether a release is sufficient for the proposed use or is required in connection with any proposed use of such Image(s). Licensee acknowledges that some jurisdictions provide legal protection against a person's image, likeness or property being used for commercial purposes without their consent.

SuperStock uses commercially reasonable efforts to identify the caption for each Image, but cannot be held responsible for erroneous or incomplete caption information. SuperStock makes no warranties express or implied related to metadata or caption information that accompanies the Images.

TERMINATION AND REVOCATION

SuperStock reserves the right to automatically terminate or revoke the license contained in this Agreement and invoice without notice if Licensee or its client fails to comply with any provision of this Agreement. Upon termination, Licensee and its client must immediately cease using the Image(s), delete the Image(s) and all copies from all magnetic media and destroy all other copies. SuperStock reserves the right to discontinue the use of any Image(s) for any reason and elect to replace the Image(s) with an alternate Image(s). Upon notice of any discontinuance of the use of a particular Image, Licensee, its employer and its client, if applicable, agree not to use the Image(s) in the future.

ELECTRONIC STORAGE

For all Image(s) that Licensee takes delivery of in electronic form, Licensee must retain the copyright symbol, the name of SuperStock and the image number, all metadata or other identification number associated with the Image(s) may be included as part of the electronic file. Licensee will take all reasonable measures to safeguard against unauthorized third-party access to the Image(s). Licensee may make one (1) high-resolution backup copy of the Image(s) for security reasons only. Upon the expiration or earlier termination of this Agreement, Licensee shall promptly delete the Image(s) from its computer or other electronic storage systems and shall ensure that any client authorized to use the Images deletes the Image(s) as well.

PAYMENT TERMS AND CANCELLATION POLICY

Time is of the essence in the performance by Licensee of its obligations for payments. Payment of the Invoice is to be net thirty (30) days. Any claims for adjustment or rejection of terms must be made to SuperStock within ten (10) days after receipt of invoice.

CANCELLATION POLICY:

By issuing a license for a Rights-managed image, SuperStock has reserved certain rights for your use. If you decide not to utilize these rights, you must notify us in writing within five (5) business days of the invoice date to be eligible for a complete refund. After this five (5) business day period, and up to thirty (30) days from the invoice date, you will be subject to a cancellation fee equal to fifty (50) percent of the invoice amount. Thirty (30) days from the date of the invoice, there will be no refunds issued and the invoiced amount must be paid in full. Credits due for cancellations will first be applied to any unpaid balance before refunds are issued. An additional minimum service fee of US$150 will be charged if you have downloaded any hi-resolution image file, whether or not you have been invoiced for the license at the time SuperStock receives notification of your cancellation. Other service fees, such as for CD delivery, will be in addition to this minimum service fee.

WARRANT AND DISCLAIMERS

SuperStock warrants that: (i) it has all necessary rights and authority to enter into and perform this Agreement; and (ii) the Image(s) will be free from defects in material and workmanship for 30 days from delivery, subject to SuperStock’s express disclaimer of metadata and captions date, (Licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the Image(s)).

GENERAL DISCLAIMERS AND LIMITATION OF LIABILITY
SUPERSTOCK MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE IMAGES OR IMAGE METADATA AND CAPTIONS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SUPERSTOCK SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF LICENSEE'S USE OF THE IMAGES OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES.

SUPERSTOCK’S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH LICENSEE'S USE OF OR INABILITY TO USE THE IMAGES (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE VALUE OF THE LICENSE PAID BY THE LICENSEE FOR THE IMAGE(S).

THE REPRESENTATIONS AND WARRANTIES MADE BY SUPERSTOCK IN THIS AGREEMENT APPLY ONLY TO THE IMAGE(S) AS DELIVERED BY SUPERSTOCK AND WILL BE INVALID IF THE IMAGE(S) IS USED BY LICENSEE IN ANY MANNER NOT SPECIFICALLY AUTHORIZED IN THIS AGREEMENT OR IF LICENSEE IS OTHERWISE IN BREACH OF THIS AGREEMENT.

INDEMNITY

Licensee Indemnity. If Licensee's use of the Image(s) is not authorized by this Agreement, Licensee shall defend, indemnify and hold SuperStock and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages, liabilities and expenses (including reasonable attorneys' fees and costs), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding relating to the use of such Image(s) by Licensee, to the extent that such claim relates to the absence of a release or the Licensee's unauthorized use of the Image(s).

UNAUTHORIZED USE

Any use of Image(s) in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling SuperStock to exercise all rights and remedies available to it under copyright laws around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In addition and without prejudice to SuperStock’s other remedies under this Agreement, SuperStock reserves the right to charge and Licensee agrees to pay a fee equal to Four (4) times SuperStock’s web pricing license fee for use of the Image(s).

NOTIFICATION OF MISUSE

Licensee will immediately notify SuperStock if it becomes aware or suspects that any third party that has gained access to the Licensed Material through Licensee is wrongfully using the Image(s), in whole or in part, or is violating any of SuperStock's intellectual property rights, including, but not limited to, trademarks and copyrights.

JURISDICTION AND ATTORNEY FEES

Any dispute related to this Agreement, or the subject matter of this Agreement, shall be governed by the laws of the State of Florida and applicable U.S. Federal law, regardless of conflicts of laws, and resolved in state and federal courts located in Jacksonville, Florida, United States of America.

If SuperStock is caused to defend or present claims or a suit as a result of any breach of this Agreement, SuperStock shall be entitled to payment by Licensee of SuperStock’s reasonable attorney fees or costs.

NO WAIVER

No action of SuperStock, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of SuperStock in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of those rights or remedies on any other occasion.

ENTIRE AGREEMENT

This Agreement and the Invoice contains all the terms of the agreement between SuperStock and Licensee and no term or conditions may be added or deleted unless made in writing and signed by both parties. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other writing sent by Licensee, the terms of this Agreement shall govern.

ROYALTY-FREE LICENSE AGREEMENT

THIS LICENSE AGREEMENT IS A LEGAL AND BINDING AGREEMENT ("Agreement") BETWEEN YOU, THE USER ("Licensee"), AND RGB VENTURES DBA SUPERSTOCK (“SuperStock”) THIS LICENSE AGREEMENT APPLIES TO ROYALTY-FREE LICENSES ISSUED VIA THE WEB AND VIA PHYSICAL DELIVERY ON A CD-ROM PRODUCT OR OTHER DIGITAL STORAGE MEDIA.

Royalty-Free Basic Licenses are granted for worldwide, non-exclusive and perpetual use, unless specifically noted otherwise. All Royalty-Free transactions are final. The Royalty-Free Basic license has usage limitations for printed documents (posters, books, packaging, etc.), TV/broadcasting, electronic documents and software and applications: up to 250,000 units. Not allowed for Electronic templates for sale or copies of merchandise for sale. Covers up to 5 users.
Royalty-Free Standard Licenses are granted for worldwide, non-exclusive and perpetual use, unless specifically noted otherwise. All Royalty-Free transactions are final. The Royalty-Free Standard license has no limitations and covers up to 15 users.

LICENSE

Subject to the terms of this License Agreement, SuperStock grants Licensee a perpetual, worldwide, non-transferable, nonexclusive right to reproduce, transmit and display, in whole or in part, to SuperStock’s Royalty-Free Image(s) (whether available as part of a CD-ROM collection of images or downloaded as single images) an unlimited number of times, in any and all media for the Permitted Uses described below. All other rights to the Image(s), CD-ROM, software and accompanying materials (if applicable), including without limitation, copyright and all other rights, are retained by SuperStock. All rights not specifically granted are retained by SuperStock.

• Any Internet, intranet, Online or web-based media provided the resolution of the images does not exceed 72dpi;

• Broadcast and Theatrical exhibitions;

• Additional uses approved in writing by SuperStock.

Licensee may make a back-up copy of the Image(s) for internal back-up purposes provided SuperStock’s copyright and any image identifying information embedded with the digital file is retained with the file. Limited, temporary transfers of the Image(s) are permitted to third parties integral to the creation of the final product, provided such third parties agree to abide by the terms of this Agreement.

NUMBER OF USERS / SEAT LICENSE

Licensee may store the Images on a server, image library or network configuration to be viewed by Licensee or its clients provided that no more than 5 persons can access Images covered by a Royalty-Free Basic License. Royalty-Free Standard licenses permit access to Images for up to 15 persons.

RESTRICTIONS ON USE

• Except as provided herein, Licensee may not

• Sublicense, sell, assign, convey or transfer any of its rights under this Agreement, but Licensee may sell or license derivative works incorporating the Image(s). However, Licensee may not include the Image(s) in an electronic template intended to be used by third parties on electronic or printed products.

• Sell, license or distribute its final product in such a way that permits Licensee's end users to extract or access the Image(s) as a stand-alone file.

• Incorporate the Image(s) into a logo, trademark or service mark.

• Distribute, post or upload the Image(s) online in a downloadable format or enable it to be distributed via mobile telephone devices.

• Use any Image in a pornographic, defamatory, libelous or otherwise illegal manner, whether directly or in context or juxtaposition with other materials.

• Decompile, reverse engineer, disassemble or otherwise reduce the software on the CD-ROM or other storage media to a human readable form.

PRODUCT ENDORSEMENT OR SENSITIVE USE DISCLAIMER

If any Image(s) featuring a model is used in a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service, or if the depiction of the model is used in connection with a subject that would be unflattering, embarrassing or unduly controversial to a reasonable person, Licensee must accompany each such use with a statement that indicates that the person is a model and the Image(s) is being used for illustrative purposes only.These requirements are without prejudice to the obligations of SuperStock regarding use of the Image(s) contained elsewhere throughout this Agreement.

RELEASES

Unless expressly indicated by SuperStock no model releases are available. Names are removed to protect the privacy of the model. SuperStock grants no rights and makes no warranties with regard to the use of names, trademarks, trade dress, registered, unregistered or copyrighted designs, or works of art or architecture depicted in any Image(s). Licensee must satisfy itself that all the necessary rights or consents regarding any of the above, as may be required for reproduction, have been obtained.

INDEMNITY

Licensee agrees to defend, indemnify and hold SuperStock and its parent, subsidiaries and affiliates and their respective officers, directors and employees harmless from all damages, liabilities and expenses (including reasonable attorneys' fees and costs), arising out of or as a result of claims by third parties relating to Licensee's use of any Image(s) outside the scope of this Agreement or any other breach by Licensee of this Agreement.

WARRANTIES AND LIMITATION OF LIABILITY

SuperStock represents that it has the right to grant the license herein and warrants the Image(s) to be free from defects in material and workmanship for 30 days from delivery. The sole and exclusive remedy for a breach of the foregoing warranty is the replacement of the CD-ROM or refund of the purchase price, at SuperStock's option.

SuperStock uses commercially reasonable efforts to identify the caption for each Image, but cannot be held responsible for erroneous or incomplete caption information. SuperStock makes no warranties express or implied related metadata or caption information that accompanies the Images.

SUPERSTOCK MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SUPERSTOCK SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF LICENSEE'S USE OF THE IMAGES, OR OTHERWISE, EVEN IF SUPERSTOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SUPERSTOCK’S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH LICENSEE'S USE OF OR INABILITY TO USE THE IMAGE(S) (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE VALUE OF 10 TIMES THE VALUE PAID BY THE LICENSEE FOR THE IMAGES.

PAYMENT TERMS

No licenses are granted until full payment of SuperStock’s invoice is received. Unless credit terms have specifically been agreed directly between SuperStock and the Licensee, payment of SuperStock's invoices must be received on the sooner of fourteen (14) days of its date net, without any discounts, or prior to the publication of any Image(s). The licensee agrees to pay SuperStock a service charge of two (2) percent per month on any unpaid balance after this time period for the use of the Image(s).

Any disputes concerning the invoice must be submitted in writing, within five (5) business days of the invoice date, or the licensee shall be deemed to have accepted the invoice as issued.

CANCELLATION POLICY FOR ROYALTY-FREE IMAGES

Due to the liberal nature of the licenses for Royalty-Free images, all licenses are final; no refunds or credits will be allowed. The breaking of the CD-ROM seal or the completed downloading of content to Licensee is considered to be the complete fulfillment of SuperStock's obligations.

COPYRIGHT INFRINGEMENT AND LIQUIDATED DAMAGES

In the event that the licensee utilizes any Image(s) without or prior to the granting of a license, SuperStock reserves the right to seek damages through legal channels unless the licensee agrees to reimburse SuperStock, as liquidated damages, a sum equal to ten (10) times the market value price charged for such use of a Royalty- Free image(s).

If the licensee fails to make the payment as outlined above, within ten (10) days of SuperStock's invoicing such fee, this liquidated damage provision shall be void and SuperStock reserves the right to sue for copyright infringement, including attorneys' fees and all associated costs.

TERMINATION

The license contained in this Agreement will terminate automatically without notice from SuperStock if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee must immediately (i) stop using the Image(s), (ii) destroy or, upon the request of SuperStock, return the Image(s) to SuperStock, and (iii) delete or remove the Image(s) from Licensee's premises, computer systems and storage (electronic and physical).

REVOCATION

Licensor reserves the right to revoke the license to use any Image(s) for good cause and elect to replace such Image(s) with an alternative Image. Upon notice of any revocation of a license for any Image(s), Licensee shall immediately cease using such Image (s), shall take all reasonable steps to discontinue use of the replaced Image(s) in products that already exist and shall inform all end-users and clients of same.

SEVERABILITY

If one or more of the provisions contained in the Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be reformed only to the extent to make it enforceable.

JURISDICTION AND ATTORNEY FEES

This Agreement will be governed in all respects by the laws of the State of FLORIDA, without reference to its laws relating to conflicts of law. Licensee agrees that the Circuit or County Court of the State of Florida for Duval County and the United States District Court for the District of FLORIDA located in Jacksonville are the agreed and appropriate forums for any such suit, and consent to service of process by registered mail or overnight courier with proof of delivery. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. If SuperStock is obligated to go to court to enforce any of its rights, the Licensee agrees to reimburse SuperStock for its legal fees and disbursements if SuperStock is successful.

WAIVER

No action of SuperStock, other than express written waiver, may be construed as a waiver of any provision of this Agreement.

ENTIRE CONTRACT

This contract contains all the terms of the license agreement and no terms or conditions may be added or deleted unless made in writing and signed by an authorized representative of both parties.

SOCIAL MEDIA SHARING LICENSE

THIS IS A LEGAL AND BINDING AGREEMENT (“Agreement”) BETWEEN YOU AND RGB VENTURES LLC D/B/A SUPERSTOCK (“SuperStock”), RELATING TO SHARING OF IMAGE FILES FROM THIS SITE TO SOCIAL MEDIA WEBSITES DESIGNATED BY SUPERSTOCK. BY SHARING SUPERSTOCK’S IMAGES AND/OR CONTENT YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND THE SUPERSTOCK WEBSITE AGREEMENT.

DEFINITIONS:

“SuperStock Social Media Sharing Images” means visual images made available by SuperStock for personal, non-commercial use in social media websites expressly designated by SuperStock.

WHAT YOU CAN DO WITH SUPERSTOCK SOCIAL MEDIA SHARING IMAGES

SuperStock Social Media Sharing Images are for personal, non-commercial use only and may only be shared within social media websites designated by SuperStock via specific share icons located on SuperStock’s Site or within a social media site where SuperStock has expressly opted to allow you to share specific content.

SOCIAL MEDIA SHARING IMAGES RESTRICTIONS

All SuperStock Social Media Sharing Images are all specially tagged and encoded to protect the copyright privileges of SuperStock and/or the copyright owners. You do not have the right to extract or print these SuperStock Social Media Sharing Images and Superstock does not authorize their use elsewhere. You may not use SuperStock Social Media Sharing Images in websites, presentations, slideshows or printed materials. You may not use, store, display, publish, transmit, distribute, modify, reproduce, create derivative works of, participate in the transfer or sale of, publicly perform, or in any way exploit any SuperStock Social Media Sharing Images, in whole or in part, outside of the specific usage rights granted in this Agreement. Those committing copyright violations may be subject to direct legal action by SuperStock or the copyright owners of the SuperStock Social Media Sharing Images.

SuperStock reserves the right to revoke or terminate your right to share or use any SuperStock Social Media Sharing Images in SuperStock’s sole discretion.
If you need assistance licensing any SuperStock Social Media Sharing Images or any other SuperStock image, please contact info@superstock.com.

GENERAL DISCLAIMERS AND LIMITATION OF LIABILITY

SUPERSTOCK MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SOCIAL MEDIA SHARING IMAGES OR IMAGE METADATA AND CAPTIONS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SUPERSTOCK SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF YOUR USE OF THE SOCIAL MEDIA SHARING IMAGES OR OTHERWISE, EVEN IF SUPERSTOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES.

SUPERSTOCK’S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SOCIAL MEDIA SHARING IMAGES (WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE VALUE PAID BY YOU, IF ANY, FOR THE SOCIAL MEDIA SHARING IMAGES.

THE REPRESENTATIONS AND WARRANTIES MADE BY SUPERSTOCK IN THIS AGREEMENT APPLY ONLY TO THE SOCIAL MEDIA SHARING IMAGES AS DELIVERED BY SUPERSTOCK AND WILL BE INVALID IF THE SOCIAL MEDIA SHARING IMAGES ARE USED BY YOU IN ANY MANNER NOT SPECIFICALLY AUTHORIZED IN THIS AGREEMENT OR IF YOU ARE OTHERWISE IN BREACH OF THIS AGREEMENT.

INDEMNITY

If your use of the Social Media Sharing Images is not authorized by this Agreement, you shall defend, indemnify and hold SuperStock and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors, members and employees harmless from all damages, liabilities and expenses (including reasonable attorneys' fees and costs), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding relating to the use of such Social Media Sharing Images by you, to the extent that such claim relates to the absence of a release or the unauthorized use of the Social Media Sharing Images.

UNAUTHORIZED USE

Any use of Social Media Sharing Images in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling SuperStock to exercise all rights and remedies available to it under copyright laws around the world. You shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In addition and without prejudice to SuperStock’s other remedies under this Agreement, SuperStock reserves the right to charge and you agree to pay a fee equal to Four (4) times SuperStock’s licensing fee for use of the Image(s).

JURISDICTION AND ATTORNEY FEES

Any dispute related to this Agreement, or the subject matter of this Agreement, shall be governed by the laws of the State of Florida and applicable U.S. Federal law, regardless of conflicts of laws, and resolved in state and federal courts located in Jacksonville, Florida, United States of America.

If SuperStock is caused to defend or present claims or a suit as a result of any breach of this Agreement, SuperStock shall be entitled to payment by you of SuperStock’s reasonable attorney fees or costs.

NO WAIVER

No action of SuperStock, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of SuperStock in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of those rights or remedies on any other occasion.

ENTIRE AGREEMENT

This Agreement and the Site Agreement contain all the terms of the agreement between SuperStock and you and no term or conditions may be added or deleted unless made in writing and signed by both parties. If any provision of this Agreement is invalid, illegal or unenforceable under any applicable statute or rule of law, such provision will be deemed amended to achieve as nearly as possible the same economic effect as the original provision and the remaining provisions of this Agreement will be in no way affected or impaired.